166
Annual Report -
2013
-
Vivendi
3
Information About The Company | Corporate Governance |
Reports
In 2013, Vivendi’s Audit Committee met four times with a
95% attendance rate. A description of its work is presented in
Section 3.1.1.13 of Chapter 3 of this Annual Report.
A special committee was established around the Audit Committee and
is open to all other members of the Supervisory Board. The special
committee is responsible for reviewing issues concerning the planned
split between media and telecommunications activities, which had been
scheduled for July 2013. This special committee met twice in 2013.
Internal Audit and Special Projects Department
The Internal Audit Department (made up of 12 internal auditors
for financial audits and external auditors for IT audits) reports to
the Chairman of the Management Board and is responsible for
independently assessing the quality of internal controls at every level of
the organization. The operations of the Internal Audit Department are
governed by a Charter approved by the Audit Committee.
The internal audit departments of SFR (7 auditors), Canal+ France
(6 auditors), GVT (6 auditors) and Maroc Telecom’s Financial Audit
Department (11 auditors) currently reinforce the resources dedicated to
internal control assessment at the business unit level. The annual audit
plan approved by the Management Board provides that on average 34%
of its projects will be conducted jointly by the auditing teams of the
business units and headquarters.
The internal audit teams are responsible for performing an independent
assessment of the effectiveness of internal control processes, based
on an annual audit plan approved by the Group’s Management Board,
Finance department and General Counsel and presented to the Audit
Committee. This plan is developed from both an independent analysis
of the operational, IT and financial risks of each business unit and
consultation with the General Management of each business unit.
Reports on the audit work carried out are communicated to Vivendi’s
General Management, as well as to operational and functional
management and their superiors. A summary of the principal reports is
presented at each Audit Committee meeting along with any comments
made by the Group’s Statutory Auditors. Follow-up audits are generally
performed within 12 months to ensure that recommended action plans
and agreed corrective measures (if any) have been implemented. A
status report on the implementation of the recommendations following
an audit is presented to the Audit Committee once a year. A semi-annual
internal audit report is presented to the Management Board and the
Supervisory Board.
The Group may encounter cases of fraud in connection with its
operations, which – as soon as they are identified – are systematically
reported to the Audit Committee and may be the subject of special
investigations and, where applicable, may result in the imposition of
penalties.
Self-assessment questionnaires
A self-assessment questionnaire on internal control, dealing with the
main components of internal control as defined by the COSO report, is
sent out jointly to business units by the General Counsel’s office and the
Finance department every year. This questionnaire covers the following
topics:
ethics and human resources: compliance topics include access to
the Group’s Compliance Program; the existence and dissemination
of a specific Code of Ethics; compliance with anti-corruption laws
and regulations such as the Foreign Corrupt Practices Act (FCPA) in
the United States and the Bribery Act in the United Kingdom; the
identification and management of conflicts of interest; and hiring
procedures;
organizational control: regular updating of powers of attorney; a
review of the principles of separation of tasks; procedures for the
assessment and monitoring of risks of the business lines; and the
existence and updating of a backup and continuity plan;
financial reporting: the dissemination and understanding of Group
procedures, particularly accounting policies and procedures;
systematic referral to Vivendi’s financial consolidation and reporting
team of specific accounting adjustments, identification of related
parties and off balance sheet commitments;
non-financial reporting: the structure and management of CSR-
related measures; monitoring of professional and salary equality;
compliance by suppliers with ethics and codes of conduct of the
business units; and protection of data collected as part of marketing
campaigns;
information technologies: computer security procedures and regular
data backup; procedures for monitoring the protection of sensitive
data; and procedures and policies on the use of social networks; and
control and monitoring activities: description of the resources
allocated to internal control; closing processes; and budget
monitoring.
No major exceptions were identified in the responses to the
questionnaires by the business units and no material changes were
made to existing procedures. The business units continue to strengthen
their governance and ethics processes by implementing appropriate
training on ethics and competition in their foreign subsidiaries and
in the Overseas Departments and Territories of France. Following the
appearance of cases of identity fraud (also known as “social engineering
fraud”), controls were strengthened and a reminder of the rules and
procedures already in place was distributed.
The responses to these questionnaires were reviewed by the Group’s
Financial Information and Communication Procedures Committee. The
documentation containing the answers and conclusions was reviewed
by teams from the Statutory Auditors of the business units.
4.4.2.
Internal Control Monitoring
The work performed by the Statutory Auditors in relation to the
review and assessment of internal control is contained in a detailed
presentation to the General Management and the Audit Committees
of the business units concerned. A summary of their conclusions was
presented to Vivendi’s Audit Committee.
